This Employment Agreement (“Agreement”) is entered into effective as of January 15, 2007 by and between The Shaw Group Inc., a Louisiana corporation (collectively with its affiliates and subsidiaries hereinafter referred to as “Company”), and Ebrahim Fatemizadeh (“Employee”) and supersedes the Agreement dated July 7, 2005.
WHEREAS, the Company employs Employee and desires to continue such employment relationship and Employee desires to continue such employment;
NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties, and agreements contained herein, and for other valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:
1. Employment. The Company hereby continues its employment of Employee, and Employee hereby accepts continued employment by the Company, on the terms and conditions set forth in this Agreement.
2. Term of Employment. Subject to the provisions for earlier termination provided in this Agreement, the term of this agreement (the “Term”) shall be three (3) years commencing on the date hereof, and shall be automatically renewed on each day following the date hereof so that on any given day the unexpired portion of the Term of this Agreement shall be three (3) years. Notwithstanding the foregoing provision, at any time after the date hereof the Company or Employee may give written notice to the other party that the Term of this Agreement shall not be further renewed from and after a subsequent date specified in such notice (the “fixed term date”), in which event the Term of this Agreement shall become fixed and this Agreement shall terminate on the third anniversary of the fixed term date.
3. Employee’s Duties. During the Term of this Agreement, Employee shall continue to serve as the Group President of the Energy and Chemicals Division of the Company or such other similar position, with such duties and responsibilities as may from time to time be assigned to him by the Board of Directors of the Company (the “Board”), or the Chief Executive Officer, as the case may be, provided that such duties are consistent with his usual and customary duties as they pertain to such position at such time. Any future duties will be consistent with his usual and customary duties as they pertain to such position at such time.
Employee agrees to devote his full attention and time during normal business hours to the business and affairs of the Company and to use reasonable best efforts to perform faithfully and efficiently his duties and responsibilities. Employee shall not, either directly or indirectly, enter into any business or employment with or for any person, firm, association or corporation other than the Company during the Term of this Agreement; provided, however, that Employee shall not be prohibited from making financial investments in any other company or business, or from serving on the board of directors of any other company, or from engaging in civic, philanthropic or community services to the extent there is no conflict with employment duties. Employee shall at all times observe and comply with all lawful directions and instructions of the Board.
a) For services rendered by Employee under this Agreement, the Company shall pay to Employee his current base salary as of the date of this Agreement (“Base Compensation”) payable in accordance with the Company’s customary pay periods and subject to customary withholdings. The amount of Base Compensation may be reviewed by the Board on an annual basis as of the close of each fiscal year of the Company and may be increased as the Board may deem appropriate. In the event the Board deems it appropriate to increase Employee’s annual base salary, said increased amount shall thereafter be the “Base Compensation”. Employee’s Base Compensation, as increased from time to time, may not thereafter be decreased unless agreed to by Employee. Nothing contained herein shall prevent the Board from paying additional compensation to Employee in the form of bonuses or otherwise during the Term of this Agreement.
b) Employee will participate in Company’s annual bonus plan, with performance bonus of minimum 25% and potential of 200% of Employee’s Base Compensation, and any Long Term Incentive plan or other compensation plan or program of the Company generally provided to other executives.
5. Additional Benefits. In addition to the Base Compensation provided for in Section 4 herein, Employee shall be entitled to the following:
(a) Expenses. The Company shall, in accordance with any rules and policies that it may establish from time to time for executive officers, reimburse Employee for business expenses reasonably incurred in the performance of his duties. It is understood that Employee is authorized to incur reasonable business expenses for promoting the business of the Company, including reasonable expenditures for travel, lodging, meals and client or business associate entertainment. Employee’s spouse may accompany Employee on business travel with the same class of accomodation as Employee, and Employee shall be reimbursed for reasonable expenses related to spouse’s travel. Request for reimbursement for such expenses must be accompanied by appropriate documentation.